Sec Form 3 Filing - Avista Capital Managing Member VI, LLC @ Organogenesis Holdings Inc. - 2024-11-12

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Avista Capital Managing Member VI, LLC 2. Issuer Name and Ticker or Trading Symbol Organogenesis Holdings Inc. [ ORGO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O 65 EAST 55TH STREET, 18TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/12/2024 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock, par value $0.0001 per share 2,178,317 ( 1 ) ( 6 ) ( 7 ) D ( 1 ) ( 6 ) ( 7 ) Class A Common Stock, par value $0.0001 per share 1,555,704 ( 2 ) ( 6 ) ( 7 ) D ( 2 ) ( 6 ) ( 7 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Convertible Preferred Stock ( 4 ) ( 4 ) ( 4 ) ( 4 ) Class A Common Stock, par value $0.0001 per share 26,502,042 ( 5 ) I ( 3 ) ( 6 ) ( 7 ) See Explanation of Responses ( 3 ) ( 6 ) ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Avista Capital Managing Member VI, LLC C/O 65 EAST 55TH STREET, 18TH FLOOR NEW YORK, NY10022 X Avista Capital Partners VI GP, L.P. 65 EAST 55TH STREET 18TH FLOOR NEW YORK, NY10022 X Avista Healthcare Partners III, L.P. C/O 65 EAST 55TH STREET, 18TH FLOOR NEW YORK, NY10022 X AHP III Orchestra Holdings, L.P. 65 EAST 55TH STREET 18TH FLOOR NEW YORK, NY10022 X Dean Thompson 65 EAST 55TH STREET 18TH FLOOR NEW YORK, NY10022 X Burgstahler David F 65 EAST 55TH STREET 18TH FLOOR NEW YORK, NY10022 X Signatures AVISTA HEALTHCARE PARTNERS III, L.P, by Avista Capital Partners VI GP, L.P., its general partner, by Avista Capital Managing Member VI, LLC, its general partner /s/ Benjamin Silbert, Authorized Representative 11/19/2024 Signature of Reporting Person Date AHP III ORCHESTRA HOLDINGS, L.P, by Avista Capital Partners VI GP, L.P., its general partner, by Avista Capital Managing Member VI, LLC, its general partner /s/ Benjamin Silbert, Authorized Representative 11/19/2024 Signature of Reporting Person Date AVISTA CAPITAL PARTNERS VI GP, L.P, by Avista Capital Managing Member VI, LLC, its general partner /s/ Benjamin Silbert, Authorized Representative 11/19/2024 Signature of Reporting Person Date AVISTA CAPITAL MANAGING MEMBER VI, LLC, /s/ Benjamin Silbert, Authorized Representative 11/19/2024 Signature of Reporting Person Date /s/ Benjamin Silbert, Attorney-in-Fact for Thompson Dean 11/19/2024 Signature of Reporting Person Date /s/ Benjamin Silbert, Attorney-in-Fact for David Burgstahler 11/19/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock directly held by Thompson Dean. ( 2 )Represents shares of common stock directly held by David Burgstahler. ( 3 )Avista Healthcare Partners III, L.P. ("AHP III") directly owns 65,750 shares of the Issuer's Series A Convertible Preferred Stock, par value $0.0001 per share (the "Convertible Preferred Stock"), and AHP III Orchestra Holdings, L.P. ("AHP III Orchestra") directly owns 64,250 shares of Convertible Preferred Stock. Avista Capital Partners VI GP, L.P. ("ACP VI GP") is the general partner of each of AHP III and AHP III Orchestra, and Avista Capital Managing Member VI, LLC ("Avista Managing Member") is the general partners of ACP VI GP. Thompson Dean and David Burgstahler are the managers of Avista Managing Member. ( 4 )The Convertible Preferred Stock is convertible at the option of a holder at any time into shares of common stock of the Issuer at an initial implied conversion price of $3.7917 per share; provided, however, the maximum number of shares of common stock issuable upon conversion of the Convertible Preferred Stock prior to receipt by the Issuer of stockholder approval (the "Requisite Stockholder Approval"), as contemplated by Nasdaq listing rules, is an aggregate of 26,502,042 shares of common stock (the "Share Cap"), and until the Requisite Stockholder Approval is obtained, no person or group of persons may beneficially own shares of common stock issuable upon conversion of the Convertible Preferred Stock in an amount greater than 19.99% of the then-outstanding shares of common stock.. The Convertible Preferred Stock has no expiration date. ( 5 )Represents the number of shares of the Issuer's common stock that the Convertible Preferred Stock held by AHP III and AHP III Orchestra is currently convertible into due to the Share Cap. ( 6 )Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. ( 7 )Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Remarks: See Exhibit 24.1 - Power of Attorney

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